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Emerge Advertising Limited Terms & Conditions of Sale

DEFINITIONS

Words and expressions in these Terms and Conditions have the following meanings unless the context otherwise requires:

"Advertisement Copy" means advertising material (including posters, digital format and any other advertising material) intended for display by Emerge Outdoor, and includes any advertisement copy approved or deemed to be approved in accordance with clause 6.8.

"Advertising Standards" means all statutory and legal requirements and regulations in force relating to the content of advertisements or promotional messages, including The UK Code of Non-broadcast Advertising, Sales Promotion and Direct Marketing (12th edition).

"Agent" means any person, firm or body corporate acting or purporting to act as agent of the Principal to enter into and/or act in relation to this Agreement.

"Agreement" means a legally binding agreement between the Parties formed in accordance with clause 2 and consisting of the Order, the Confirmation of Order and these Terms and Conditions.

"Artwork" means the artwork, information and materials required or requested by Emerge Outdoor for the purpose of undertaking (or procuring the undertaking of) Production Services.

"Confirmation of Order" means the document or written communication headed "Confirmation of Order" sent by Emerge Outdoor to the Principal.

"Confirmed Order" means an Order as accepted by a Confirmation of Order in accordance with clause 2.1 (and in the event of any discrepancy between the Order and the Confirmation of Order, the information contained in the Confirmation of Order will prevail in accordance with clause 2.2).

“Controller” has the meaning given in the GDPR.

"Copy Deadline" means, in respect of when Emerge Outdoor is undertaking Production Services for the Principal, either:

the date by which the Artwork has to be delivered to Emerge Outdoor, or agreed with by Emerge Outdoor, as specified in the Confirmed Order; or

if no date is specified in the Confirmed Order, three (3) weeks prior to the Start Date.

"Copy Approval Guidelines" means, in relation to display at the Site Types, any restrictions relating to Advertisement Copy content made available (including via Emerge Outdoor website at  to the Principal prior to the submission of an Order, together with any specific restrictions imposed from time to time by the Landlord relating to Advertisement Copy content.

"Data Protection Laws" means applicable laws relating to the processing of Personal Data including the Data Protection Act 2018 (“DPA”), Privacy and Electronic Communications Regulations 2003 (“PECR”) (as amended) and the European General Data Protection Regulation 2016 (“GDPR”).

"Data Subject" has the meaning given in the GDPR.

"Design" means the service of designing advertising material for use in Advertisement Copy.

"Digital Advertisement System"  means  the infrastructure, network, hardware and software used by

Emerge Outdoor for the scheduling, transmission and display of digital format Advertisement Copy at the Sites. "Display Period" means, in respect of a campaign (or the relevant part thereof) to be displayed on:

any traditional format Site Type, the period between the end of the Posting Period for the relevant Site Type and the beginning of the Removal Period for such Site Type;

any digital Site Type (other than an Interactive Media Site Type), the sequence or proportion of display time specified in the Confirmed Order; and

any Interactive Media Site Type, the period agreed with the Principal. "Draft Copy" has the meaning given in clause 6.3.

"Due Date" means the date by which payment is due as specified on the Confirmed Order, and to the extent that no date is specified, the Due Date in respect of any amount invoiced shall be thirty (30) days from the date of the invoice.

"End Date" means the date specified as the "end date" or the "expiry date" in the Confirmed Order by reference to which

the Removal Period for an advertising campaign shall be calculated (also referred to as the "out of charge date").

"Fee" means the amount(s) for the display of advertising and the Production Services (if any) specified in the Confirmed Order.

"Force Majeure" shall include natural disasters; epidemic; lightning, storms or tempest; fire, flood or explosion; war (whether declared or not), warlike operations, hostilities, invasion, act of foreign enemies or terrorist acts; rebellion, revolution, insurrection, military or usurped power and civil war; nuclear, chemical or biological attacks; ionising radiation or contamination by radio-activity from any nuclear fuel or from any nuclear waste from the combustion of nuclear fuel, radioactive toxic explosives, or other hazardous properties of any explosive nuclear assembly or nuclear components thereof; malicious damage and vandalism caused by anyone other than Emerge Outdoor; accidents or breakdown of machinery or plant; strikes, lock-outs, industrial action, riots and civil unrest; electrical failures; bursting or overflowing of water tanks, pipes or other apparatus; closure of or restrictions on any transport system; viruses, worms, Trojan horses or other malicious content that affect any digital Advertisement Copy; legal restrictions; impact of aircraft or other aerial device or things dropped from them; pressure waves caused by aircraft or other aerial devices travelling at sonic or supersonic speed; loss, for any reason, of the right to use a Site or Site Type; and any reason beyond Emerge Outdoor control.

"Emerge Outdoor" means the party named as the Media Owner on the Confirmation of Order, being Emerge Advertising Limited (Company Number - 10292162) Registered address Unit 41 Trostre Industrial Estate, Llanelli, Carmarthenshire, SA14 9UU.

"Intellectual Property Rights" means all intellectual property rights including but not limited to copyright and related rights, database rights and trade marks.

"Interactive Data" means all data which is captured or collected on any Digital Advertisement System using Interactive Media and which has been anonymised so that it does not contain any Personal Data.

"Interactive Media" means any advertisement which uses online or offline software (including NFC technology but excluding QR technology) or media to engage, and enable the collection of data from, members of the public.

"Landlord" means each person, firm, or company with whom Emerge Outdoor has a concession to display advertising on their property.

"Month" means a calendar month.

"Order" means an order sent by or on behalf of the Principal to Emerge Outdoor for the Production Services and/or the display of Advertisement Copy (which is subject always to these Terms and Conditions).

"Overshow" means the display by Emerge Outdoor of the relevant Advertisement Copy at Sites for a period of time that is beyond the Display Period and/or in excess of the volume of Advertisement Copy that it is required to display pursuant to the Confirmed Order.

"Parties" means Emerge Outdoor and Principal. "Personal Data" has the meaning given in the GDPR.

"Posting Period" means, in respect of each Site Type, the period specified in the Annex to these Terms and Conditions by reference to which Emerge Outdoor will affix or otherwise initiate the display of Advertisement Copy.

"Principal" means: (a) the person, firm or body corporate, whether or not an advertising agency, who submits an Order; or

(b) where an Order is submitted by an Agent who warrants that it is authorised to act as agent on behalf of a principal, the person specified as the principal in such Order, in all cases irrespective of what may be claimed in any additional correspondence or in any email.

"Printing" means the service of printing Advertisement Copy. "Production Services" means Design and/or Printing (as appropriate).

"Production Specifications" means the document or documents provided to the Principal containing Emerge Outdoors technical specifications relating to the provision of Artwork (where Emerge Outdoor is responsible for Production Services under the Confirmed Order) and the production of Advertisement Copy, including any applicable digital content specifications or traditional format specifications relating to dimensions, format, printing materials, suppliers and/or other printing specifications.

"Rebate" means any rebate, bonus, refund, incentive, goodwill payment, discount or other benefit provided by Emerge Outdoor.

"Removal Period" means, in respect of each Site Type, the period specified in the Annex to these Terms and Conditions by reference to which Emerge Outdoor will remove displays of Advertisement Copy, subject to the terms of this Agreement.

"Shared Personal Data" means any Personal Data collected or received by one Party pursuant to this Agreement (i) in respect of which the other Party is a Controller; or (ii) where the Data Subject from whom the Personal Data is obtained has provided the Personal Data in the context of its relationship with (including employment by) the other Party.

"Sites" means the locations at which Emerge Outdoor displays Advertisement Copy, including (but not limited to) each of the Site Types.

"Site Types" means the different types of advertising format for the specified locations as listed in the Annex to these Terms and Conditions.

"Start Date" means the date specified as the "start date" or the "in charge date" in the Confirmed Order by reference to which the Posting Period for an advertising campaign shall be calculated.

"Terms and Conditions" means these general terms and conditions. “VAT” means value added tax and any substituted or similar tax.

"Working Day" means any day from Monday to Friday inclusive except any UK bank or public holiday.

In these Terms and Conditions (unless the context otherwise requires):

obligations undertaken by a party which comprises more than one person shall be deemed to be made by them jointly and severally;

words importing persons includes firms, companies and bodies corporate and vice versa;

words importing the singular shall include the plural and vice versa;

words importing any one gender shall include any other gender;

the headings are for reference only and shall not affect construction;

reference to a clause is reference to a clause in these Terms and Conditions so numbered;

an obligation on either party to do something includes an obligation to procure it be done on its behalf;

the use of the words “include” or “including” shall not be interpreted as limiting the generality of any foregoing words;

any references to statutes, regulations, self-regulation, codes, and guidance are to be interpreted as references to such provisions as amended, consolidated, supplemented or re-enacted (with or without modification) from time to time; and

FORMATION OF CONTRACT AND APPLICATION OF THESE TERMS AND CONDITIONS

Subject to the provisions of this clause 2, any Order that has been placed by or on behalf of the Principal, and accepted by Emerge Outdoor by sending a Confirmation of Order, will constitute a contract incorporating these Terms and Conditions. No contract will be formed unless Emerge Outdoor sends a Confirmation of Order.

If there is any discrepancy between the information set out in the Confirmation of Order and the information set out in the Order, the Principal must notify Emerge Outdoor promptly, and in any event within three (3) Working Days following receipt of the Confirmation of Order, of the discrepancy. If the Principal sends such notice within this timeframe then no contract will be formed unless and until Emerge Outdoor issues a corrected Confirmation of Order. If the Principal does not send such notice within this timeframe then a contract will be deemed to have been formed on the basis of the Confirmation of Order (notwithstanding the discrepancy), and will only be amended if agreed in writing by Emerge Outdoor.

                Once the Principal has sent a validly signed Order, such Order will only be revocable by the Principal before the Confirmation of Order is received by the Principal. Any purported revocation of the Order after the Principal has received a Confirmation of Order will be void. Any revocation of the Order must be made by giving written notice to Emerge Outdoor.

The Parties agree that an Agent may sign and/or submit an Order incorporating these Terms and Conditions where the Agent identifies, or has identified, the Principal under such Order. To the extent that any Order is sent to Emerge Outdoor without specifying the identity of the Principal, the parties agree that the person, firm or company sending the Order shall be the Principal.

The Principal shall be ultimately responsible for all matters connected with the Agreement (including without limitation the

payment of Fees). Where an Order has been placed through an Agent, Emerge Outdoor may deal with the Agent in all respects in connection with this Agreement as though it were dealing with the Principal. This means, without limitation, that:

any obligation of Emerge Outdoor to give the Principal notice, provide the Principal with draft Advertisement Copy, or to

provide any other thing to the Principal will be duly discharged by Emerge Outdoor giving or providing such notice, draft Advertisement Copy or other thing to the Agent; and

Emerge Outdoor may rely on or give any communication from or to the Agent as though it were a communication from or to the Principal.

In signing and/or submitting an Order the Agent (on its own behalf) warrants and represents that it is authorised to act as agent on behalf of the Principal in all respects in connection with this Agreement and indemnifies and will keep indemnified Emerge Outdoor for any losses (including any failure by the Principal to pay sums due under the Agreement) incurred by Emerge Outdoor as a result of the Agent not having such authority.

VARIATION OF TERMS AND FUTURE ORDERS

Any amendment to a Confirmed Order or the Terms and Conditions must be made in writing and signed by or on behalf of the Principal and Emerge Outdoor. For the avoidance of doubt, every Confirmed Order will be for a specified advertiser, and any to the advertiser must be agreed to in writing by Emerge Outdoor. Emerge Outdoor’s customer services department will have any amendments to the details set out in the Confirmed Order, but any changes to the Terms and Conditions must be approved in writing by a senior member of Emerge Outdoor legal team and a statutory director of Emerge Outdoor. The nominated by the Principal in any Order will have authority to agree any amendments.

Without prejudice to clause 25, no purchase order (other than the Order) or standard terms and conditions (other than the Terms and Conditions) issued, whether before or after formation of this Agreement, by or on behalf of the Principal will be binding on Emerge Outdoor or will vary this Agreement. This is the case even if a purchase order or standard terms and referred to in correspondence by Emerge Outdoor.

Emerge reserves the right to revise its standard terms and conditions from time to time, on the basis that any order or

agreement entered into will incorporate Emerge Outdoor standard terms and conditions at the relevant time. Accordingly, the Principal should ensure that they review the standard terms and conditions provided to the Principal (including these Terms and Conditions) prior to entering into any order or agreement with Emerge Emerge Outdoor will post any revised terms and conditions on Emerge Outdoor website  The Principal’s placement of an order after any such revision has been made will be an acceptance by the Principal or the Agent (as appropriate) of the terms existing at the time such order is placed.

In the event Emerge agrees with the Principal to any amendment of the terms of the Agreement (whether regarding the Sites

or the Posting Period relating to any advertising campaign or otherwise) then the Principal will pay to Contractor an administration fee of two hundred pounds (£200).

DISPLAY OF ADVERTISEMENT COPY

Emerge Outdoor will, subject to these Terms and Conditions and unless otherwise agreed, procure that at least the agreed value of

Advertisement Copy is affixed or displayed at available Sites for the full Display Period. Emerge Outdoor may remove

Advertisement Copy in accordance with the relevant Removal Period(s), provided always that (unless otherwise agreed) Emerge Outdoor shall be entitled to display Advertisement Copy beyond the end or expiry date specified in the relevant Confirmed Order at no cost to the Principal.

The agreed value of Advertisement Copy will, on each day during the Display Period, be 95% of the value of Advertisement

Copy set out in the Confirmed Order. If a daily value of the Advertisement Copy is not set out in the Confirmed Order, this will be calculated as the total value for the Display Period divided by the number of days in the Display Period.

In calculating the value of Advertisement Copy displayed in connection with this Agreement (including for the purposes of calculating the value of any Overshow or any compensation based on a failure to display the agreed value of Advertisement Copy) the rates set out in the Confirmed Order (or the rates on which a price set out in the Confirmed Order has been

AND CONDITIONS

calculated) will be applied, but without taking account of any Rebate. Where the Confirmed Order identifies specific Sites at which the Advertisement Copy is to be displayed, the value of any Advertisement Copy displayed at different Sites than those identified will be calculated on the basis of rates determined using similar methodology to the methodology used to calculate the rates set out for the specific, named Sites (e.g. applying the same percentage reduction from Emerge Outdoor's standard rate card).

When the Principal is entitled under the Confirmed Order to a change of Advertisement Copy on display at a given Site

commencing on a stipulated date, Emerge Outdoor shall complete such change within the applicable Posting Period as if the stipulated date were the Start Date for a new campaign, provided Emerge Outdoor has received the relevant Advertisement Copy or Artwork in accordance with clause 5 below.

Emerge reserves the right to use its discretion in selecting which Advertisement Copy to display at which Sites and to substitute planned Sites for other Sites of a similar quality where the planned Sites are not available or Emerge Outdoor otherwise considers this is necessary or desirable. If no Sites of a similar quality are available, Emerge Outdoor shall, at its sole discretion, either: (a) refund the pro-rated part of the Fee that relates to the remaining Display Period for the Advertisement Copy that is not, or is no longer, displayed, in which case it will have no further obligation to display that Advertisement Copy; or (b) provide an Overshow to the Principal with an equivalent value to the value of the remaining Display Period for the Advertisement Copy that is not, or is no longer, displayed.

In addition, the Principal agrees that Emerge may re-format or make such minor alterations to Advertisement Copy as may in

Emerge Outdoor's reasonable opinion be necessary in order for Emerge to comply with the Landlord’s requirements or to ensure compatibility with Sites or in order to accommodate slight variations in inventory requirements of the same

Sites.

The Fees include the maintenance of display of Advertisement Copy at Sites in good condition (including where necessary

replacing Advertisement Copy) provided that, where Emerge Outdoor is not responsible for production of Advertisement Copy, Emerge Outdoor has been supplied with any necessary replacement Advertisement Copy requested by Emerge Outdoor from time to time in accordance with clause 5.

Emerge will only provide photographs of displayed Advertisement Copy at Sites (or any other form of posting report) if expressly agreed in the Confirmed Order. To the extent that Emerge Outdoor has agreed to provide posting reports, Emerge Outdoor will provide the same in Emerge Outdoor's customary form (including as to the nature and level of detail of any information included) and within Emerge Outdoor's customary timeframe for producing such reports.

SUPPLY OF MATERIAL

In the case of advertisements to be displayed in a traditional (non-digital) format, all Advertisement Copy and Artwork (subject to any other terms in the Confirmed Order) is to be delivered carriage paid and at the Principal's risk, and shall be supplied to Emerge Outdoor at the place(s) and within the time specified in the Confirmed Order (and if no time is specified in the Confirmed Order, no later than four (4) weeks prior to the Start Date). Subject to clause 5.3, all Advertisement Copy shall be printed and shall be supplied to Emerge Outdoor in accordance with the Production Specifications for the relevant traditional media Sites.

In the case of advertisements to be displayed in a digital format, all Advertisement Copy and Artwork (subject to any other terms in the Confirmed Order) is to be delivered in the specified electronic format and shall be supplied to Emerge Outdoor within the time specified in the Confirmed Order (and if no time is specified in the Confirmed Order, no later than four (4) weeks prior to the Start Date) by the specified delivery method. Subject to clause 5.3, all Advertisement Copy shall be supplied to Emerge Outdoor in accordance with the Production Specifications for the relevant digital media Sites.

If the Confirmed Order provides that Emerge will undertake Production Services then the Principal shall provide all necessary Artwork and any other information or detail to Emerge Outdoor by the Copy Deadline. If Emerge Outdoor is providing Design in accordance with clause 6, then the Principal shall provide all necessary Artwork (if any) and any other information or detail to Emerge Outdoor not less than two (2) weeks prior to the Copy Deadline (excluding any elements to be created by Emerge Outdoor if it is undertaking Design pursuant to clause 6). The Principal will supply any imagery print ready (at least 300 dpi) and any illustrations (including logos) in Vector format.

To the extent that:

any Advertisement Copy delivered to Emerge Outdoor does not comply with all relevant Production Specifications; or

any Advertisement Copy or Artwork is not delivered in the specified electronic format or by the specified delivery method, then the Advertisement Copy or Artwork (as appropriate) will be deemed not to have been delivered in accordance with this clause 5. The Parties acknowledge that an approval or acceptance of Advertisement Copy or Artwork by Emerge Outdoor is an affirmation that the Advertisement Copy or Artwork meets the Production Specifications, and not that the Advertisement

EFFECTIVE 8th DECEMBER 2021 Copy or Artwork complies with the Advertising Standards or the warranties set out in clause 9.2.

If the Principal fails to deliver Advertisement Copy or Artwork in accordance with this clause 5, Emerge is not obliged to display

the non-compliant or undelivered Advertisement Copy but the Principal shall, nonetheless, be liable to pay the corresponding Fees in full. Upon delivery of the Advertisement Copy or Artwork, Emerge Outdoor will use reasonable endeavours to provide the Production Services and/or display the non-compliant or late Advertisement Copy but without any commitment to post such Advertisement Copy within the relevant Posting Period(s) or for the full Display Period and shall not be obliged to provide any posting reports. Emerge Outdoor may remove any such Advertisement Copy posted in accordance with the provisions of clause 4.1.

Any part delivery of the Advertisement Copy or Artwork, delivery in the incorrect format, or delivery not meeting the Production Specification or any of the provisions of this clause 5 shall be deemed to be no delivery for the purposes of this clause.

Delivery of Advertisement Copy shall be deemed not to have been made until the relevant posting instructions (if any) for that Advertisement Copy, together with the campaign reference number, have been given to Emerge Outdoor. If Advertisement Copy is delivered to the premises of Emerge Outdoor without a campaign reference number noted on the delivery, then delivery will be deemed not to have been made.

Where Emerge is not undertaking Production Services, the Principal shall supply Emerge with an adequate amount of Advertisement Copy to complete the initial display plus an adequate number of spares. The minimum requirements for spare posters are stated on the Production Specifications (as appropriate)provided by Emerge Outdoor.

The Principal shall ensure that all Advertisement Copy and Artwork complies with the Copy Approval Guidelines. Emerge will not be obliged to display, and may remove or discontinue the display of, Advertisement Copy which does not comply with the Copy Approval Guidelines. If Emerge Outdoor does not display the Advertisement Copy because it does not comply with the Copy Approval Guidelines, the Principal will be obliged to pay any Fees in respect of any period during which the Advertisement Copy was not displayed except where:

the Principal is able to demonstrate to Emerge Outdoor's reasonable satisfaction that the Principal provided the Advertisement Copy and Artwork in good faith and at the time of providing the Advertisement Copy and Artwork (as applicable) the Principal was not aware that it did not comply;

the Advertisement Copy and Artwork does not breach any of the warranties in clause 9.2; and

the Principal has not breached any other obligations of this Agreement.

The Principal expressly permits Emerge to photograph the Advertising Copy on all Sites and use such photographs in any and all marketing materials.

DESIGN

If specified in the Confirmed Order and provided that Artwork is supplied to Emerge in accordance with clause 5, Emerge will undertake Design on the terms of this clause 6. Emerge warrants that it will undertake the Design using reasonable skill and care.

The Principal hereby grants Emerge a non-exclusive licence of all Intellectual Property Rights in and to the Artwork reasonably

required by Emerge to design Advertisement Copy and to perform its other obligations in the Agreement without infringing any third party’s rights. Without prejudice to clause 9.2, the Principal warrants to Emerge as a condition of the Agreement that the Principal has the right, capacity, power and authority to give the licence contained in this clause 6.2. The Principal shall indemnify and keep indemnified Emerge in relation to any losses, damages, costs, expenses (including legal fees and costs) incurred by Emerge in connection with a claim by a third party that the use of the Artwork as contemplated by this Agreement infringes that third party's rights.

Following receipt of the Artwork in accordance with clause 5, Emerge will provide the Principal with an electronic copy of the draft Advertisement Copy ("Draft Copy").

Upon receipt of the Draft Copy, the Principal shall promptly (and, in any case, in no more than three (3) Working Days) accept

or reject the Draft Copy by notice in writing to Emerge. Subject to clause 6.6, where the Principal rejects any Draft Copy (or revised Draft Copy), Emerge will endeavour to produce revised Draft Copy for approval by the Principal, and upon receipt of any such revised Draft Copy, the Principal shall within one (1) Working Day accept or reject the revised Draft Copy by notice in writing to Emerge. The Principal undertakes to provide Emerge with such information as Emerge may reasonably request to facilitate the performance by Emerge of its obligations in this clause 6.

                Where Design is included or otherwise stated to be free of charge in respect of any booking, the Principal shall be entitled to the initial Draft Copy and no more than three (3) revised drafts of the same (provided that Emerge has complied with the warranty set out in clause 6.1). All further Design work undertaken by Emerge  shall be charged to the

Principal at Emerge Outdoor's standard rate of £150 for each subsequent revised draft.

Emerge shall be under no obligation to provide revised Draft Copy to the extent that the Draft Copy or any revised Draft Copy provided by Emerge acting in good faith has not been approved by the Principal by the date which is three (3) Working Days before the Copy Deadline for the relevant advertising campaign.

To the extent that:

the Artwork is not provided in accordance with clause 5; or

by the date which is at least three (3) Working Days before the Copy Deadline, the Principal has not approved the Draft Copy or any revised Draft Copy in accordance with clause 6.4, then the Principal shall be deemed to have cancelled the relevant advertising campaign and the Principal shall pay the Fee for the relevant campaign in full. The Principal acknowledges that time is of the essence in the production and posting of Advertisement Copy and that this provision is no more than what is required to ensure that Advertisement Copy is ready for display in good time.

Any Draft Copy approved by the Principal shall be Advertisement Copy for the purposes of the Agreement. For the avoidance of doubt, Emerge shall be under no obligation to display any Draft Copy which the Principal has not approved in writing in accordance with this clause 6.

Any Intellectual Property Rights in Advertisement Copy created by Emerge for the Principal shall belong to Emerge. Emerge may grant the Principal a non-exclusive licence to use Emerge Outdoor's rights in the Advertisement Copy in consideration of a licence fee to be agreed between the Parties. For the avoidance of doubt, this licence fee does not relate to any third party Intellectual Property Rights in the Advertisement Copy or any Intellectual Property Rights in Advertisement Copy created by

the Principal. To the extent that Emerge has licensed in third party Intellectual Property Rights for the purpose of creating and displaying the Advertisement Copy (for instance, stock library images), the Principal would need to license these directly from the relevant third party(s).

PRINTING

If specified in the Confirmed Order and provided that Artwork is supplied to Emerge in accordance with clause 5, Emerge

will procure Printing. Emerge warrants that it will procure Printing using reasonable skill and care.

CHARGES

In consideration for the display of Advertisement Copy, the Principal will pay the Fee to Emerge by the Due Date. Payment terms shall be as specified in the Confirmed Order or as otherwise directed by Emerge .

If Fees are not paid by the Due Date Emerge may, without prejudice to any other remedy it may have and without prej udice to the Principal's obligation to pay the Fees, refuse to display any Advertisement Copy or withdraw Advertisement Copy

then on display.

Original invoices shall be sent to:

the Principal; or

where an Order has been submitted by an Agent in compliance with clause 2.4, to the Agent (or to such person as the Agent may nominate in the relevant Order, with copy invoices to the Agent), and any such invoice shall clearly identify the Principal for whom the Agent is acting, provided always that appointment of the Agent (and submission of the invoice to the Agent rather than the Principal) will not affect the Principal's obligation to pay Fees on the Due Date.

Emerge may for any reason (including without limitation as a result of a failure by the Principal to pay any fees which are due to Emerge under any agreement) by notice in writing to the Principal require that:

any future Orders placed by or on behalf of such Principal; and

any Orders already placed but in respect of which at least fifteen (15) Working Days remain from the date of the notice to the Start Date (both dates inclusive),

are paid at least ten (10) Working Days prior to the Start Date (or such longer time as Emerge in its absolute discretion may determine), and any payment terms so notified shall replace the payment terms set out in the Confirmed Order.

In respect of any Fees not received by Emerge by the Due Date ("Unpaid Fees"), the Principal will pay Emerge : (i) interest at a

CONDITIONS

rate of eight percent (8%) above the Bank of England base rate from time to time; and (ii) the sum of £40 if the Unpaid Fees are less than £1,000, the sum of £70 if the Unpaid Fees are £1,000 or more but less than £10,000, and the sum of £100 if the Unpaid Fees are £10,000 or more. In addition, the Principal agrees that Emerge shall be entitled at its discretion to engage a third party to take any action which Emerge shall reasonably require in order to ensure that the Unpaid Fees are paid, and the Principal agrees to indemnify and keep indemnified Emerge and any Group Company of Emerge for all and any losses, costs, claims, liabilities, damages, demands and expenses suffered or incurred by Emerge or any third party appointed by or on behalf of Emerge in connection with the enforcement of the Principal’s payment obligations under the Agreement.

Emerge shall be entitled but not obliged at any time or times without notice to the Principal to set off any liability of the Principal to Emerge against any liability of Emerge to the Principal (in either case howsoever arising and whether any such liability is present or future, liquidated or unliquidated, whether or not arising under this Agreement, and irrespective of the currency of its denomination) and may for such purpose convert or exchange any relevant currency at a reasonable rate determined by Emerge . Any exercise by Emerge of its rights under this clause shall be without prejudice to any other rights or remedies available to Emerge . The Principal shall not be entitled to, and shall not, set off any liability of Emerge to the Principal against any liability of the Principal to Emerge (in either case howsoever arising and whether any such liability is present or future, liquidated or unliquidated, whether or not arising under this Agreement, and irrespective of the currency of its denomination).

All sums payable under or pursuant to this Agreement are exclusive of VAT (except where expressly indicated otherwise). Accordingly, the payer of any such sum shall, subject to the presentation of a valid VAT invoice, pay such VAT being properly chargeable in addition to the sum otherwise due.

WARRANTIES AND INDEMNITY

Emerge accepts, subject to the Principal's compliance with its obligations under this Agreement, full responsibility for compliance with statutory and other legal requirements so far as concerns the maintenance of Sites and the right to use them

for displaying advertising.

The Principal warrants and undertakes that (including where Emerge is responsible for design and production of Advertisement Copy):

all Advertisement Copy will comply with the Advertising Standards, the Copy Approval Guidelines and any restrictions imposed by the Landlord relating to the relevant Sites made known to the Principal by Emerge prior to the delivery of such Advertisement Copy;

it will be responsible for obtaining and paying for all necessary licences and consents for the posting and/or displaying and/or reproduction of any Artwork or Advertisement Copy or copyright material contained in its Artwork or Advertisement Copy, or the appearance of any person in its Artwork or Advertisement Copy;

neither the Artwork nor the Advertisement Copy nor any part of either will infringe the copyright or other Intellectual Property Rights of, or defame, any person;

no Artwork or Advertisement Copy will contain any worm, virus, Trojan horse or other harmful content and will not enable unauthorised access to the Digital Advertisement System; and

it maintains adequate virus protection and security measures to protect its IT systems and any Artwork or Advertisement Copy provided or to be provided to Emerge ,

provided that, if Emerge is responsible for Design, the Principal will not be responsible for any infringement of any third party rights in any design that was added by Emerge unless Emerge indicates at the time of providing the Draft Copy that it has not procured the relevant rights.

The Principal will indemnify, and keep indemnified, Emerge  (in respect of itself and its employees, directors,

subcontractors and agents) against all actions, proceedings, costs, damages, expenses, penalties, claims, demands and liability (including legal fees) incurred and arising from any breach by the Principal of the above warranties or any other term of the Agreement.

Emerge shall have the right to refuse to display or to continue to display any Advertisement Copy which does not, or which in  Emerge Outdoor's reasonable opinion may not, comply in all respects with the Principal’s warranties and undertakings

detailed in clause 9.2 above or otherwise where the Principal has not complied with the terms of this Agreement. In such event Emerge shall not be liable to the Principal for any damage loss or expense whatsoever and in addition to any remedy and/or damages and/or loss that may be claimed by Emerge against the Principal, the Fees corresponding to display of such Advertisement Copy will be due in full notwithstanding that the Advertisement Copy has not been displayed.

In performing its obligations under the agreement, each Party shall comply with all applicable laws, statutes, and regulations

from time to time in force.

Save as expressly set out in this Agreement, Emerge excludes all warranties or conditions, whether express or implied by statute or otherwise, to the fullest extent permitted by law.

LIABILITY

Emerge shall not be liable for any damage to any Advertisement Copy or incorrect or non-display of any Advertisement Copyor non-illumination of a display or faulty moving displays if the defect is remedied within seven (7) Working Days after

receipt of notification. To the extent that the Principal is responsible for the production of Advertisement Copy and Emerge does not have sufficient replacement Advertisement Copy in stock to remedy the defects, this deadline will be extended until the date which is seven (7) Working Days after such stock is made available to Emerge .

The Parties acknowledge that, in circumstances in which Emerge no longer has any obligation to display Advertisement Copy (whether or not this is as a result of a breach by the Principal of the terms of this Agreement) it is reasonable for the Fee (or the relevant part of the Fee) to be payable as set out in this Agreement given Emerge Outdoor's administrative costs, cost of sales and design, the difficulty of filling relevant Sites with alternative advertising in short timescales, and the impracticality of calculating how much revenue is earned from any alternative advertising that may be displayed at the

relevant sites.

For the avoidance of doubt Emerge shall have no obligation to, and consequently no liability in respect of a failure to, display the agreed value of Advertisement Copy to the extent clauses 5.5, 5.9, 9.4, 11.3 or 20 (or any other clauses of the Agreement which permit Emerge not to display Advertisement Copy) apply, save as expressly set out in such clauses.

Emerge's liability to the Principal for a failure to display, as required by the Agreement, the agreed value of

Advertisement Copy on any day(s) during the Display Period of the relevant advertising campaign will be limited to an amount calculated in accordance with the following formula:

Limit for the relevant day = Per Day Fee x (1 – (Value Displayed / Agreed Value))

where:

"Agreed Value" means the agreed value of Advertisement Copy for the relevant day, as determined in accordance with clause 4.2;

"Per Day Fee" means the Fee payable for the relevant day (which will, unless a per day Fee is expressly set out in the Confirmed Order, be calculated as the total Fee payable divided by the number of days in the Display Period);

"Value Displayed" means the value of Advertisement Copy actually displayed on the relevant day, as calculated in accordance with clause 4.3.

For example, if on any day during the Display Period, the Per Day Fee is £10,000 and the Agreed Value is £9,500, but

Emerge only displays Advertisement Copy with a value of £2,375, the limit on liability for that day will be £7,500 (i.e.,

£10,000 x (1 – (£2,375/£9,500))).

Emerge may elect to satisfy any liability to the Principal by providing an Overshow of Advertisement Copy of equal value to such liability or, if agreed between the Parties, the display of different Advertisement Copy (including new Artwork). Such Overshow shall be determined by Emerge and may take place during or after the Display Period and may involve the display of additional Advertisement Copy (including new artwork) at substitute Sites and/or at additional Sites. Any such remedy will constitute a good discharge of Emerge Outdoor's liability.

Emerge Outdoor's liability in connection with this Agreement (whether in contract (by way of indemnity or otherwise), tort (inclundeinglgigence), misrepresentation, breach of statutory duty, restitution or otherwise) shall in no event exceed the amount of

the Fees payable under the Agreement.

Emerge shall not be liable to the Principal

any loss of business, loss of goodwill, loss of sales or loss of profit, including in each case any such loss arising in relation to third party contracts and in each case regardless of whether such loss is direct or indirect; or

any special, indirect or consequential loss or damage howsoever caused, in each case whether or not Emerge has been advised of the possibility of such loss.

Each claim, including any purely contingent claim, arising as a result of the breach by Emerge of its obligations under this Agreement ("Claim") shall be submitted (or in the case of any contingent claim, provisionally notified) to Emerge in writing within forty-five (45) days following the end of the period of display of the relevant Advertisement Copy with sufficient information to enable Emerge to consider the Claim. Emerge shall have no liability in respect of any Claim submitted or notified

after that date.

Nothing in this clause 10, or anywhere else in this Agreement, is intended to exclude or restrict a Party's remedies for any

fraud by the other Party or exclude or restrict any other rights, obligations or liability to the extent that they cannot by law be excluded or restricted.

Each provision in this clause 10 will be interpreted as being without prejudice to each other provision.

FORCE MAJEURE

The due performance of any Agreement is subject to suspension, variation or cancellation by Emerge (in whole or in part) owing to Force Majeure.

The Principal will remain obliged to pay the Fees notwithstanding any Force Majeure. For the first three (3) consecutive days

of any Force Majeure Emerge will have no liability for failure to display the Advertisement Copy, regardless of how long the Force Majeure ultimately lasts. If the Force Majeure continues for more than three (3) days Emerge will be liable to the Principal for the failure to display after such three (3) day period, and the liability for each day following such three (3) day period will be calculated and discharged in accordance with clauses 10.4 and 10.5, meaning that Emerge may satisfy its liability by (at its election) providing an Overshow or by paying the appropriate amount to the Principal. Otherwise Emerge will not have any other liability as a result of a suspension caused by a Force Majeure. If the Force Majeure continues for more than ten (10) consecutive days, either Party may terminate this Agreement in whole or in respect of all Sites that continue to be affected by the Force Majeure (e.g. it may terminate the Agreement only in respect of all Sites that have been specifically affected by the Force Majeure without terminating it for Sites that are not affected by the Force Majeure), provided that if one Party has served a notice to terminate for the part affected by the Force Majeure, the other Party may not subsequently serve a notice to terminate the Agreement in whole.

The Principal acknowledges that notwithstanding any sequence or proportion stated in the Confirmed Order, the display of Advertisement Copy on certain digital Sites is subject to interruption or obstruction. The Confirmed Order and the definition of Display Period shall be interpreted accordingly. In addition, the Principal acknowledges that the display of Advertisement Copy on Sites generally may be subject to interruption or obstruction as a result of unplanned or emergency works of the Landlord. If such interruption or obstruction continues for a period of more than five (5) days, Emerge :

may (at its sole discretion) terminate its obligation to display the affected Advertisement Copy; and

shall, whether or not it terminates its obligation to display the affected Advertisement Copy, either (at its sole discretion): (i) refund the pro-rated part of the Fee that relates to the affected duration, excluding the period of five (5) days, of the Display Period for the affected Advertisement Copy; or (ii) provide an Overshow to the Principal with an equivalent value to the value of the affected duration, excluding the period of five (5) days, of the Display Period for the affected Advertisement Copy.

Other than as set out in clause 11.2 and clause 11.3 Emerge shall not be liable for loss of or damage to or any adverse impact

on the display of any Advertisement Copy as a result of any Force Majeure.

Emerge will not be liable to the Principal for any vandalism. While Emerge will use reasonable endeavours to repair vandalised

Advertisement Copy where possible, the Principal shall be liable for the supply (or cost of supply) of any replacement

Advertisement Copy, except where Emerge is responsible for production of Advertisement Copy.

CANCELLATION AND TERMINATION

The Principal may cancel an advertising campaign under the Agreement by giving notice in writing to Emerge before the relevant Start Date, in which case the cancellation will be on the following basis:

in respect of a campaign for the display of Special Advertisements, only on the basis that the Principal shall pay the Fee in full; and

in respect of a campaign other than for the display of Special Advertisements:

provided that notice of cancellation is duly given at least ninety (90) days before the Start Date for the relevant campaign

provided that notice of cancellation is duly given less than ninety (90) days but at least seventy-five (75) days before the Start Date for the relevant campaign

provided that notice of cancellation is duly given less than seventy-five (75) days but at least sixty (60) days before the Start Date for the relevant campaign

provided that notice of cancellation is duly given less than sixty (60) days but at least forty-two (42) days before the Start Date for the relevant campaign

if notice of cancellation is duly given less than forty- two (42) days before the Start Date for the relevant campaign

: without payment of the Fee relating to the relevant campaign;

:  on payment of a cancellation charge equal to: (1) fifteen percent (15%) of the Fee; plus (2) payment of all production fees (where costs have been incurred by Emerge );

:  on payment of a cancellation charge equal to (1) thirty percent (30%) of the Fee; plus (2) payment of all production fees (where costs have been incurred by Emerge );

: on payment of a cancellation charge equal to (1) forty percent (40%) of the Fee; plus (2) payment of all production fees (where costs have been incurred by Emerge ); and

:  only on the basis that the Principal shall pay the Fee in full.

The Principal may cancel an advertising campaign under the Agreement by giving written notice to Emerge on or after the relevant Start Date, but if it does so it must pay the Fee for such campaign in full unless otherwise agreed in writing by the Principal.

Where the Principal has cancelled a campaign or been deemed to have cancelled a campaign (whether under clause 12.1, clause 12.2 or otherwise), Emerge shall be entitled to sell the Sites relating to the cancelled campaigns to third parties irrespective of whether the Principal has complied with the payment obligations for cancellation.

Cancellation under clause 12.1 or clause 12.2 may only relate to a whole, not part, of an advertising campaign. References to the Fee under clause 12.1 and clause 12.2 mean the Fee before any Rebates have been applied and, where a Confirmed Order covers more than one advertising campaign, that part of the Fee that relates to the cancelled advertising campaign. For the avoidance of doubt a cancellation under clause 12.1 and clause 12.2 does not constitute a breach of this Agreement by the Principal, although a failure to pay the relevant cancellation charge will constitute a breach of this Agreement by the Principal that gives rise to a debt claim which can be brought by Emerge against the Principal.

Emerge may terminate the Agreement forthwith by notice in writing to the Principal if:

the Principal shall become bankrupt or commit an act of bankruptcy or make any assignment for the benefit of his creditors or enter into any arrangement with his creditors or, being a body corporate, shall become insolvent or if any petition for the winding up or administration of the Principal is presented or if any other step is taken for the purposes of the appointment of an administrator or an administrative receiver of the company or if any steps are taken or negotiations commenced by the company or by any of its creditors with a view to proposing any kind of composition, compromise or arrangement involving the Principal and its creditors (or any equivalent step is taken in any jurisdiction);

the Principal ceases or in Emerge Outdoor's reasonable opinion threatens to cease to carry on business;

if any monies to be paid by the Principal to Emerge shall be in arrears for fourteen (14) days;

if there has been a breach by the Principal of any terms of the Agreement; or

the circumstances described in clause 20 apply.

CONSEQUENCES OF TERMINATION

Following termination of the Agreement or cancellation of an advertising campaign the Principal will pay to Emerge

forthwith all outstanding Fees plus interest pursuant to clause 8.5 (pro-rated over the period from the date the amounts became due and payable until the date such amounts were received by Emerge ), plus any other amount payable under this Agreement.

Any termination of the Agreement and payment of Fees due shall be without prejudice to any other right of action or remedy

which Emerge may have under this Agreement or at law.   11

In the event of termination under clauses 12.5(a) or 12.5(b) Emerge may continue to display any Advertisement Copy and may enter into any agreements with third parties as Emerge considers appropriate to secure payment for continuing such display.

In the event of termination, non-display, removal or discontinuance, or any suspension, variation or cancellation by Emerge

in  accordance with clause 20, Emerge shall be entitled to be paid by the Principal the full rate for the Sites in question up to and until the time at which the display is discontinued together with any other Fees due and owing by the Principal to Emerge shall not be liable to pay any damages losses or expenses to the Principal as a result or in respect of such termination, non-display, removal or discontinuance, or any suspension, variation or cancellation of advertising.

RIGHTS IN AND USE OF THE INTERACTIVE DATA

The Principal acknowledges that all Intellectual Property Rights in the Interactive Data shall on creation belong to Emerge

to the fullest extent permitted by law. To the extent that these rights do not vest in Emerge automatically, the Principal shall hold them on trust for Emerge and shall, at its own cost, perform (or procure the performance of) all further acts and things, and execute and deliver (or procure the execution and delivery of) all further documents, required by law or which Emerge reasonably requests, to vest in Emerge the full benefit of the right, title and interest assigned to Emerge under this Agreement.

Emerge hereby licences the Intellectual Property Rights in the Interactive Data to the Principal to use for its internal business purposes only. The Principal must not license the use of such data to any third party. Such data will be Emerge Outdoor's

Confidential Information for the purposes of clause 27.

To the extent that Emerge is not in possession of the Interactive Data on termination of this Agreement, the Principal shall supply all Interactive Data to Emerge in any format reasonably requested by Emerge .

DATA PROTECTION

Notwithstanding the remainder of this clause 15, each Party shall comply with all applicable obligations imposed by, and all requirements under, the Data Protection Laws.

Without prejudice to the generality of clause 15.1, where either Party (the "Disclosing Party") or its employee or

representative discloses Personal Data to the other (the "Recipient") in connection with the operation of this Agreement, the Disclosing Party will ensure that it obtains all necessary consents from the Data Subject, or alternatively that it only discloses the Personal Data on the basis of some other valid ground provided for in the Data Protection Laws, such that the Personal Data it provides to the Recipient can be lawfully used or disclosed by the Recipient in the manner and for the purposes anticipated by this Agreement.

Although the Parties acknowledge that the Data Protection Laws ultimately determine status, the Parties are of the view that they shall each be controllers (as defined in the Data Protection Laws) in respect of Shared Personal Data that they receive pursuant to this Agreement.

Without prejudice to the Disclosing Party's obligations under clauses 15.2 and 15.5, the Parties shall ensure that they process and share the Shared Personal Data fairly and lawfully in accordance with the Data Protection Laws. Each Party shall only use Shared Personal Data for the purposes of performing its obligations, and exercising its rights, under the Agreement.

The Disclosing Party shall ensure that fair processing notices are provided to the Data Subjects in accordance with the Data Protection Laws, including that they are clear and provide sufficient information to the Data Subjects for them to understand what Personal Data the Disclosing Party is sharing with the Recipient, the circumstances in which it will be shared, the purposes for the data sharing and either the identity of the Recipient or a description of the types of organisation (that includes the Recipient) that will receive the Personal Data. The information provided by the Disclosing Party to Data Subjects shall be detailed enough that the Data Protection Laws are complied with and so that the Recipient need not provide any information to the Data Subject in order to comply with the Data Protection Laws (including Article 14 of GDPR).

Each Party is responsible for maintaining a record of individual requests for Personal Data, or other requests from Data Subjects to exercise their rights under the Data Protection Laws, the decisions made and any information that was exchanged. Records must include copies of the request, details of the data accessed and shared and, where relevant, notes of any meeting, correspondence or phone calls relating to the request.

The Parties agree to provide reasonable assistance to each other to enable them to comply with the Data Protection Laws including, but not limited to, subject access requests or any other exercise by a Data Subject of its rights under the Data Protection Laws and to respond to any other queries or complaints from Data Subjects or regulators.

Having regard to the state of technological development and the cost of implementing such measures, each Party shall have in place appropriate technical and organisational security measures in order to:

prevent:

unauthorised or unlawful processing of the Shared Personal Data; and

the accidental loss or destruction of, or damage to, the Shared Personal Data; and

ensure a level of security appropriate to:

the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage; and

the nature of the Shared Personal Data to be protected.

Each Party shall promptly notify the other Party of any personal data breach (as defined in GDPR) which affects, or may affect, Shared Personal Data obtained from that other Party and shall provide such additional information and assistance as the other Party may request in order to comply with Data Protection Laws.

The Principal shall indemnify Emerge on demand against any and all losses, liabilities, claims, proceedings, settlement, damages, costs, regulatory fines and expenses arising out of or in connection with any breach by the Principal of its obligations under this clause 15 or under the Data Protection Laws.

VALIDITY

If any provision of these Terms and Conditions or the Agreement is held by any court or other competent authority to be void or unenforceable in whole or part, the other provision of these Terms and Conditions and/or the Agreement and the remainder of the affected provisions shall continue to be valid.

SURPLUS MATERIAL

If any Advertisement Copy in Emerge Outdoor's possession is not collected by or on behalf of the Principal within ten (10) days tfhroemend of the Removal Period for the relevant advertising campaign then the same shall become Emerge Outdoor's

property and be disposed of in such manner as Emerge shall in its absolute discretion decide.

Any digital copies of Artwork or Advertisement Copy relating to a Confirmed Order in Emerge Outdoor's possession will be kept on filfeor not less than two years (or such longer period as may be required by law) unless instructed by the Principal to be deleted,

after which time such copy shall be disposed of in such manner as Emerge shall decide. The Principal hereby grants Emerge a revocable non-exclusive licence of the Principal’s Intellectual Property Rights in such Artwork and Advertisement Copy for the purpose of giving effect to this clause.

NOTICES

Any notice under this Agreement shall be in writing and sent by recorded delivery post, courier or by-hand delivery to the registered address or such other address as notified to the other party from time to time. Notices to Emerge must be made out to the attention of the General Counsel.

TRANSFER

Except as provided herein, the Principal shall not assign, transfer, charge or part with all or any of its rights and/or obligations under the Agreement without Emerge Outdoor's prior written consent.

Emerge shall be entitled at any time to novate, assign, sub-contract or otherwise transfer to any person any of its

rights or obligations under the Agreement without the consent of the Principal. In respect of any novation, the Principal shall, at Emerge Outdoor's request and expense, cooperate with Emerge to procure the novation on such terms as Emerge may reasonably require and shall execute such documentation and take such other action as Emerge may request in relation to such novation.

REMOVAL FOR PURPOSES OF LANDLORD'S UNDERTAKING

If the Landlord at any time in its absolute discretion rejects any Advertisement Copy or requires the display of Advertisement Copy at his property to be removed, interrupted, discontinued, suspended, varied or cancelled then Emerge may reject, remove, interrupt, discontinue, suspend, vary or cancel such display of Advertisement Copy without prior notice to the Principal and upon any such action of the Landlord emerge may terminate the Agreement whether wholly or in part notwithstanding anything therein contained. In the event of such termination, Emerge Outdoor's liability is limited as outlined in clause 13.4.

The Principal acknowledges that the Landlord may share rejected, removed, interrupted, discontinued, suspended, varied or cancelled Advertising Copy with other media-owners that manage other parts of the Landlord’s media estate for the purposes of ensuring that such Advertising Copy is rejected, removed, interrupted, discontinued, suspended, varied or cancelled across

the whole of its media estate.

RENEWABLE CAMPAIGNS

Advertising campaigns in a Confirmed Order that are sold as "renewable" may be renewed by the Principal by giving written notice to Emerge Outdoor's Sales Administration Customer Services Department at least twelve (12) weeks prior to the End Date for the relevant campaign. On receiving notice of a renewal, Emerge  will use reasonable endeavours to offer sufficient Sites so that the Principal may book the same numbers and types of Sites, and for the same duration, as the Principal booked for the relevant                               campaign                in            the                         original                                Confirmed          Order.                   However,                                any         renewal               is strictly                subject                 to Emerge           and        the Principal agreeing           the commercial                                terms    of            the         renewal                               campaign (including                      any                amendments Emerge                    may                       require to the                    financial terms) and entering into a new agreement for the same. The renewal will only become binding on Emerge once a valid Order has been received by Emerge and Emerge has confirmed the same by way of a Confirmation of Order pursuant to the process setout inclause2. Totheextentthattheparties havenotenteredintoabinding agreementrelatingtotherenewal campaign at least eight (8) weeks prior to the End Date for the relevant campaign, the Principal will be deemed to have withdrawn its notice of renewal and Emerge shall be under no obligation to reserve any Sites for the Principal for such renewal campaign.

ORDER OF PRECEDENCE

In the event of any conflict between (i) the Terms and Conditions and (ii) a Confirmed Order, the provisions in the Confirmed Order shall prevail.

JURISDICTION AND GOVERNING LAW

The Agreement, and all contractual and non-contractual matters connected with it, shall be governed by and construed in accordance with English Law and the parties agree to submit to the exclusive jurisdiction of the English Courts.

AGENCY, PARTNERSHIP

The Agreement shall not constitute or imply    any partnership, joint            venture,                agency,fiduciary relationship    or other relationship between the Parties other than the contractual relationship expressly provided for in this Agreement.

ENTIRE AGREEMENT

The Confirmed Order and these Terms and Conditions together set out the full extent of Emerge Outdoor's obligations and liabilities in respect of the display of Advertisement Copy and the provision of the Production Services and supersede any and all obligations, liabilities or offers of Emerge set out in prior quotes, representations, statements, negotiations, proposals, options, agreements, arrangements, understandings and undertakings between the Parties relating to the same subject matter.

Emerge shall have no liability to the Principal in respect of any discrepancy between the terms of this Agreement (including these Terms and Conditions) and any statement made to the Principal or the Agent on which the Principal relied in entering into the Agreement (unless such untrue statement was made in the knowledge that it was untrue). Accordingly, any condition, warranty or other term concerning the display or failure to display Advertisement Copy or the provision or failure to provide the Production Services which might but for this clause 25.2 be implied into or incorporated into the Agreement or any collateral contract (including the implied terms of satisfactory quality and fitness for purpose), whether by statute,

common law or otherwise is hereby excluded.

The Parties hereby acknowledge that no reliance is placed on any representation made but not embodied in the Confirmed

Order or the Terms and Conditions.

Nothing in this clause 25 is intended to exclude or restrict a Party's remedies for any fraud by the other Party or exclude or restrict any other rights, obligations or liability to the extent that they cannot by law be excluded or restricted.

WAIVER

No delay, neglect or forbearance on the part of either Party in enforcing against the other Party any term or condition of the Agreement shall either be or be deemed to be a waiver or in any way prejudice any right of that Party under the Agreement. Except as expressly set out in these Terms and Conditions, no right, power or remedy in the Agreement conferred upon or reserved for either Party is exclusive of any other right, power or remedy available to that Party.

CONFIDENTIALITY

Each Party will maintain the confidentiality of the other Party's Confidential Information (and the Principal shall procure that the Agent maintains the confidentiality of Emerge Outdoor's Confidential Information) and shall not, without the prior written consent of the other, use, disclose, copy or modify the other Party's Confidential Information other than as necessary for the performance of its rights and obligations under the Agreement. "Confidential Information" shall mean, in relation to the

other Party, information (whether in oral, written or electronic form) belonging or relating to that Party, its business affairs or activities which is not in the public domain and which: (i) is marked as confidential or proprietary; (ii) the receiving Party is advised is of a confidential nature; or (iii) due to its character or nature, a reasonable person in a similar position under similar circumstances would treat as confidential. Emerge Outdoor's Confidential Information includes without limitation the Fees payable under the Agreement and other campaign details such as the number and location of the selected Sites.

THIRD PARTY RIGHTS

A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any term of this Agreement except to the extent that any provisions of these Terms and Conditions expressly provide to the contrary.

ANNEX

Site Types, Posting Periods and Removal Periods

TRADITIONAL SITES – GREAT BRITAIN

10. Roadside 48 sheets, 96 sheets, 6-sheets

Site Types:

48 sheets. 6-sheet, Phone Kiosks

Posting Period

Posting of new Advertisement Copy begins on the Sunday and finishes on the Friday after the Start Date. While new Advertisement Copy is being posted, expired Advertisement Copy or blank Advertisement Copy will be being removed.

Removal Period

Advertisement Copy will begin to be taken down on the Sunday night (the End Date) and will continue to be taken down until the Friday night after the End Date (or early morning of the Saturday).

DIGITAL SITES – GREAT BRITAIN

(a) Digital sites: all Site Types

Advertisement Copy is uploaded for the Display Period (e.g. for 10 seconds in each loop for such Site during the hours of display agreed for each Site Type).

Standard Digital billboard Share of Voice

1/6 ration (10 Seconds in every 60 second rotation).

 

Agency & Specialist discount payment terms

Where an invoice exceeds the payment term by more than 7 days, any applicable agency or specialist discount shall begin to be reduced daily until removed entirely:

- Agency discount (15%) reduces to 0% between day 7 and day 21 overdue.

- Specialist discount (20%) reduces to 0% between day 7 and day 27 overdue.

A revised invoice may be issued reflecting the adjusted amount.

By booking any of Emerge Advertising Limited advertising assets, you are fully agreeing to the terms set out above.